August 15, 2000
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Re: Securities Being Registered Under the Securities Act of 1933
Ladies and Gentlemen:
I am an Associate General Counsel and Assistant Secretary of Consolidated
Edison Company of New York, Inc. ("Con Edison of New York"). I and other members
of Con Edison of New York's Law Department have represented Con Edison of New
York in connection with the filing by Con Edison of New York with the Securities
and Exchange Commission of a Registration Statement on Form S-3 registering $500
million of unsecured debt securities of Con Edison of New York (the
"Securities") for issuance from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the "Registration Statement"). The Securities are to be
issued under the Indenture, dated as of December 1, 1990, between Con Edison of
New York and The Chase Manhattan Bank (successor to The Chase Manhattan Bank
(National Association)), as Trustee (the "Trustee"), as amended and supplemented
by a First Supplemental Indenture, dated as of March 6, 1996 (the Indenture, as
so amended and supplemented, is herein referred to as the "Indenture").
I have examined such documents as I have deemed necessary for the
purpose of this opinion, including (a) the Certificate of Incorporation and the
By-Laws of Con Edison of New York; (b) the Indenture; and (c) minutes of
meetings of the Board of Trustees of Con Edison of New York. It is my opinion
that the Securities will become the legal, valid and binding obligations of Con
Edison of New York in accordance with their terms upon:
1. the issuance of an order by the Public Service Commission of
the State of New York (the "PSC") authorizing Con Edison of
New York to issue the Securities and the compliance therewith
by Con Edison of New York, and the issuance by the PSC, to the
extent required by the terms of the order, of a letter to the
effect that such order is no longer subject to abrogation with
respect to the Securities;
2. the due authorization and execution of the Securities by Con
Edison of New York;
<PAGE>
3. the due authentication and delivery of the Securities in
accordance with the Indenture; and
4. the receipt by Con Edison of New York of payment for the
Securities at the price and in accordance with the terms
set forth in the Registration Statement and the supplement
or supplements to the prospectus constituting a part
thereof.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement.
However, in giving such consent, I do not thereby admit that I come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations thereunder.
Very truly yours,
Peter A. Irwin
Peter A. Irwin
